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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 10, 2021 (September 10, 2020)



(Exact Name of Registrant as Specified in its Charter)



(State or other jurisdiction  of

incorporation or organization)


(Commission File Number)



(IRS Employer Identification



9620 Medical Center Drive, Suite 300

Rockville, Maryland

(Address of principal executive offices)



(Zip Code)


(240) 864-2600

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of exchange on which registered
Common Stock, par value $0.01 per share   CASI   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 5.03 — Amendment to Bylaws.


On September 10, 2020, the Board of Directors of CASI Pharmaceuticals, Inc. (“CASI”, “we” or “us”) adopted amended and restated by-laws, effective September 10, 2020 (the “Amended and Restated By-Laws”), to add Article 9, which, among other things, includes exclusive forum selection provisions. The provisions provide that, unless CASI consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on behalf of CASI, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of CASI to CASI or CASI’s stockholders, (iii) any action asserting a claim arising under any provision of the General Corporation Law of the State of Delaware, CASI’s certificate of incorporation or CASI’s Amended and Restated By-Laws or (iv) any action asserting a claim governed by the internal affairs doctrine. In addition, unless CASI consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.


The Amended and Restated By-Laws also include certain technical, conforming and clarifying changes. The foregoing description of the Amended and Restated By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.


Item 9.01 — Financial Statements and Exhibits.




3.1 ─ Amended and Restated By-Laws dated September 10, 2020.


104 ─ Cover Page Interactive Data File (embedded within the inline XBRL document).








Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





  By:  /s/ Cynthia W. Hu
    Cynthia W. Hu
    Chief Operating Officer, General Counsel & Secretary


February 10, 2021